CKE Restaurants, Inc. (“CKE Restaurants” or the “Company”) announced today that Hardee’s Funding LLC and Carl’s Jr. Funding LLC, both Delaware limited liability companies and indirect subsidiaries of the Company (the “Co-Issuers”), priced the Co-Issuers’ offering of $1.050 billion aggregate principal amount of their Series 2013-1 4.474% Fixed Rate Senior Secured Notes, Class A-2 due 2043 (the “Notes”), with an anticipated repayment date of March 2020, at an offering price to investors of 100.0% of the par value. The offering is expected to close on or about April 1, 2013 (the “Closing Date”), subject to customary conditions precedent.
The net proceeds from the sale of the Notes are expected to be used in part to repay, or to fund a deposit for the payment in full of, all outstanding indebtedness of the Company and CKE Inc., a Delaware corporation and the parent company of the Company (“Parent”), and the termination of all commitments thereunder, including (i) the Company’s existing indebtedness under its Credit Agreement, dated as of July 12, 2010, (ii) the Company’s 11.375% Senior Secured Second Lien Notes due 2018 (the “Senior Secured Notes”), (iii) Parent’s 10.50%/11.25% Senior Unsecured PIK Toggle Notes due March 14, 2016, and (iv) the prepayment premiums and consent payments payable in the tender offer and consent solicitation with respect to the Senior Secured Notes that is scheduled to expire at 11:59 p.m. on March 28, 2013. The Co-Issuers will also use the net proceeds to fund certain interest reserve deposits and/or arrange for the issuance of a letter of credit for such interest. Any additional net proceeds will be distributed to the Company to pay certain transaction-related expenses and fund a shareholder distribution to the equity holder of Parent.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any Notes, nor shall there be any offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are being offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The Notes will not be registered under the Securities Act and, until registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the Notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the Notes.
About CKE Restaurants
CKE Restaurants, Inc. is a privately held company headquartered in Carpinteria, Calif. As of January 28, 2013, the Company, through its subsidiaries, had a total of 3,318 franchised or company-operated restaurants in 42 states and 28 foreign countries and U.S. territories worldwide. For more information about CKE Restaurants, please visit www.ckr.com.